Common use of Standby Commitment Clause in Contracts

Standby Commitment. (a) Subject to and in accordance with the terms hereof, the Standby Purchaser will purchase, or will cause a Substituted Standby Purchaser to purchase, from Lorus, and Lorus hereby agrees to sell to the Standby Purchaser or any Substituted Standby Purchaser, as the case may be, at the Subscription Price and on the Closing Date that number of Units as have an aggregate Subscription Price not to exceed $4 million, less the amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription Privileges (the “Standby Units”). (b) The Standby Purchaser will exercise its Basic Subscription Right in accordance with Section 5.1(f). (c) The number of Units to be purchased by the Standby Purchaser or the Substituted Standby Purchaser (the “Available Shares”) pursuant to this Section 2.2 will be calculated as: (i) the number of Units authorized to be issued on the Record Date pursuant to the exercise of the Rights; minus (ii) the number of Units subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege and any Units subscribed for and taken up under the Rights Offering by the Standby Purchaser and any Substituted Standby Purchaser); provided that the gross proceeds from the Rights Offering will not exceed approximately $5.6 million and provided further that the aggregate Subscription Price to be paid by the Standby Purchaser and any Substituted Standby Purchaser will not exceed $4 million including all amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription Privileges. (d) The commitments by and agreements of, the Standby Purchaser referred to in this Section 2.2 are referred to as the “Standby Commitment”.

Standby Commitment. (a) Subject to and in accordance with the terms hereof, the Standby Purchaser Purchasers will purchase, or will cause a Substituted Standby Purchaser Purchasers to purchase, from LorusRBC, and Lorus RBC hereby agrees to sell to the Standby Purchaser or any Substituted Standby Purchaser, as the case may be, at the Subscription Price and on the Closing Date that number Date, the Standby Units, with the allocation of such Standby Units as have an aggregate Subscription Price not amongst the Standby Purchasers and Substituted Standby Purchasers to exceed $4 million, less the amounts paid be made by the Standby Purchaser and any Substituted Standby Purchaser on exercising Purchasers in their respective Basic Subscription Privileges (the “Standby Units”)sole discretion. (b) The Standby Purchaser Purchasers will exercise its their respective Basic Subscription Right Rights in accordance with Section 5.1(f5.l(f). (c) The aggregate number of Units to be purchased by the Standby Purchaser or Purchasers and the Substituted Standby Purchaser Purchasers (the “Available SharesStandby Units”) pursuant to this Section 2.2 will be calculated as: (i) the number of Units authorized to be issued on the Record Date pursuant to the exercise of the Rights; minus (ii) the aggregate number of Units subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty the Standby Purchasers and without limitation, Substituted Standby Purchasers pursuant to the their Basic and Additional Subscription Privilege and any Privilege; minus (iii) the number of Units subscribed for and taken up under the Rights Offering by the Standby Purchaser other Persons pursuant to their Basic and any Substituted Standby PurchaserAdditional Subscription Privileges); provided that the number of Standby Units shall be limited such that the gross proceeds from the Rights Offering and the sale of the Standby Units will not exceed approximately an aggregate of $5.6 8.0 million and provided further that the aggregate Subscription Price to be paid by the Standby Purchaser Purchasers and any the Substituted Standby Purchaser Purchasers collectively with respect to the Units (including the Standby Units) will not exceed $4 million including all amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription Privileges5 million. (d) The commitments by and agreements of, the Standby Purchaser Purchasers referred to in this Section 2.2 are referred to as the “Standby Commitment”.

Standby Commitment. (a) Subject to and in accordance with the terms and conditions hereof, the each Standby Purchaser will purchase, or will cause a Substituted Standby Purchaser hereby agrees to purchase, severally and not jointly, from LorusSEG, and Lorus SEG hereby agrees to sell to the Standby Purchaser or any Substituted each Standby Purchaser, as the case may be, at the Subscription Price and on the Closing Date Date, the shares of Common Stock that number of Units as have an aggregate Subscription Price were not to exceed $4 million, less the amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription Privileges (the “Standby Units”). (b) The Standby Purchaser will exercise its Basic Subscription Right in accordance with Section 5.1(f). (c) The number of Units to be purchased by the Standby Purchaser or the Substituted Standby Purchaser (the “Available Shares”) pursuant to this Section 2.2 will be calculated as: (i) the number of Units authorized to be issued on the Record Date pursuant to the exercise of the Rights; minus (ii) the number of Units otherwise subscribed for and taken up under purchased in the Rights Offering by holders of Rights prior to the Expiry Time (includingand for greater certainty, the Standby Purchasers shall purchase shares of Common Stock hereunder only to the extent that such shares of Common Stock were not otherwise subscribed for by a holder of Rights prior to the Expiry Time, including pursuant to a holder’s Over Subscription Privilege) as set forth in this Section 2.1 (the “Standby Shares”) in the respective percentages (each a “Standby Purchaser Percentage”) set forth on the signature page hereof; provided, however, that such Standby Purchaser’s obligation to purchase shares of Common Stock issued pursuant to the Rights Offering and this Agreement (which, for greater certainty and without limitationcertainty, shall comprise the sum of (i) shares of Common Stock purchased pursuant to the Additional Basic Subscription Privilege and Right of such Standby Purchaser, (ii) any Units subscribed for and taken up under shares of Common Stock purchased pursuant to the Rights Offering by Over Subscription Right of the Standby Purchaser Purchasers and any Substituted (iii) the Standby Shares) shall not exceed in the aggregate the product of such Standby Purchaser); provided that the gross proceeds from the Rights Offering will not exceed approximately $5.6 million and provided further that the aggregate Subscription Price to be paid by the ’s Standby Purchaser and any Substituted Percentage (expressed as a decimal) multiplied by $175 million (the “Aggregate Standby Purchaser will not exceed $4 million including all amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription PrivilegesAmount”). (d) The commitments by and agreements of, the Standby Purchaser referred to in this Section 2.2 are referred to as the “Standby Commitment”.

Standby Commitment. (a) Subject to and in accordance with the terms hereof, each of the Standby Purchasers hereby severally and not jointly agrees to purchase from ATS (or to cause to be purchased from ATS by one or more of its Affiliates as the Standby Purchaser will purchasedesignates in a notice to ATS and that satisfies the Substituted Purchaser Conditions, or will cause in each case not less than five Business Days prior to the Closing Date (each such Affiliate referred to as a “Substituted Standby Purchaser to purchase, from LorusPurchaser”)), and Lorus ATS hereby agrees to sell to the Standby Purchaser Purchasers or any Substituted Standby Purchaser, as the case may be, at the Subscription Price and on the Closing Date Date, all of the Common Shares that number were not otherwise subscribed for and taken up under the Rights Offering by holders of Units as have an aggregate Subscription Price not to exceed $4 million, less the amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription Privileges Rights (the “Standby UnitsShares”). (b) The . In this regard the Standby Purchaser Purchasers will exercise its their Basic Subscription Right in accordance with Section 5.1(f). 6.1(f) and agree to acquire the Standby Shares in the proportions set forth opposite their names in Schedule A (c) The up to a maximum of 20% of the Shares offered under the Rights Offering in respect of Goodwood’s total commitment hereunder, a maximum of 40% of the Shares offered under the Rights Offering in respect of GS Canada’s total commitment hereunder and a maximum of 40% of the Shares offered under the Rights Offering in respect of M▇▇▇▇’▇ total commitment hereunder; provided, for greater certainty, that these percentage caps shall not be interpreted as putting a cap on the total number of Units Standby Shares that the Standby Purchasers are required to purchase (or cause to be purchased by purchased) in aggregate and that if one Standby Purchaser reaches its percentage cap then the balance of the Standby Purchaser Shares it would otherwise agree to acquire shall be Standby Shares which the other two Standby Purchasers shall be required to purchase (or the Substituted cause to be purchased)). The aggregate number of Standby Purchaser Shares shall be equal to (the “Available Shares”) pursuant to this Section 2.2 will be calculated as: (iA) the number of Units authorized to be issued Shares outstanding on the Record Date pursuant to divided by the exercise of the Rights; minus Rights Ratio, minus (iiB) the number of Units Common Shares subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitationcertainty, pursuant to the Additional Subscription Privilege and any Units Common Shares subscribed for and taken up under the Rights Offering by any of the Standby Purchaser and Purchasers or any of the Substituted Standby Purchaser); provided that the gross proceeds from the Rights Offering will not exceed approximately $5.6 million and provided further that the aggregate Subscription Price to be paid by the Standby Purchaser and any Substituted Standby Purchaser will not exceed $4 million including all amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription Privileges. Purchasers (d) The commitments by and agreements of, the Standby Purchaser referred to in this Section 2.2 are such commitment referred to as the “Standby Commitment”). No Standby Purchaser shall be responsible or liable for any breach or default by any other Standby Purchaser of such Standby Purchaser’s obligations hereunder.

Standby Commitment. (ai) Subject to and in accordance with As soon as reasonably practical following the terms hereofExpiry Date, the Standby Purchaser will purchase, or will cause a Substituted Standby Purchaser to purchase, from Lorus, and Lorus hereby agrees to sell to the Standby Purchaser or any Substituted Standby Purchaser, as the case may be, at the Subscription Price and on the Closing Date that number of Units as have an aggregate Subscription Price not to exceed $4 million, less the amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription Privileges Ceres shall provide written notice (the “Standby Units”). (b) The Standby Purchaser will exercise its Basic Subscription Right in accordance with Section 5.1(f). (c) The number of Units to be purchased by the Standby Purchaser or the Substituted Standby Purchaser (the “Available SharesNotice”) pursuant to this Section 2.2 will be calculated as: all Standby Purchasers of (i) the total number of Units authorized to be issued on the Record Date pursuant to the exercise of the Rights; minus Standby Shares and (ii) the number of Units subscribed Standby Shares to be purchased by each Standby Purchaser on the Closing Date, which shall be calculated by multiplying the total number of Standby Shares by their proportionate amounts of Subscription Commitment set out in Schedule B, subject to the following: (I) if the number of Standby Shares that would otherwise be allocated to Whitebox exceeds the Standby Share Cap, then Whitebox or its Affiliates shall only be required to purchase that number of Standby Shares equal to the Standby Share Cap and any excess Standby Shares will be reallocated to the remaining Standby Purchasers in proportion to their respective Subscription Commitment; and (II) any reallocation required by Section 2.2(c) below. For greater certainty, notwithstanding anything else in this Agreement, under no circumstances shall (i) a Standby Purchaser be required to subscribe for Standby Purchaser Rights Offering Shares and Standby Shares in excess of its Subscription Commitment, or (ii) Whitebox or its Affiliates be required to subscribe for Standby Shares in excess of the Standby Share Cap. (ii) Prior to 5:00 p.m. on the date that is three Business Days after receipt of the Standby Notice (the “Subscription Time”), each Standby Purchaser or its Affiliate shall subscribe for and taken up under provide the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege and any Units subscribed for and taken up under the Rights Offering by the Standby Purchaser and any Substituted Standby Purchaser); provided that the gross proceeds from the Rights Offering will not exceed approximately $5.6 million and provided further that the aggregate Subscription Price to be paid by Ceres in respect of such number of Standby Shares allocated to such Standby Purchaser as set out in the Standby Purchaser and any Substituted Standby Purchaser will not exceed $4 million including all amounts paid Notice (the “Subscriptions”), subject to acceptance by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription PrivilegesCeres. (diii) The commitments by Subject to Section 2.2(d), Ceres shall accept all Subscriptions and agreements ofeach Standby Purchaser or one more of its Affiliates shall purchase from Ceres, and Ceres shall sell to each Standby Purchaser or one or more of its Affiliates such number of Standby Shares allocated to such Standby Purchaser as set out in the Standby Purchaser referred to in this Section 2.2 are referred to as the “Standby Commitment”Notice.

Standby Commitment. (a) Subject to and in accordance with the terms hereof, each of the Standby Purchasers hereby severally and not jointly agrees to purchase from PERC (or to cause to be purchased from PERC by one or more of its Affiliates as the Standby Purchasers designate in a notice to PERC and that satisfies the Substituted Purchaser will purchaseConditions, or will cause in each case not less than two Business Days prior to the Closing Date (each such Affiliate referred to as a “Substituted Standby Purchaser to purchase, from LorusPurchaser”)), and Lorus PERC hereby agrees to sell to the Standby Purchaser Purchasers or any Substituted Standby PurchaserPurchasers, as the case may be, at the Subscription Price and on the Closing Date Date, all of the Subscription Receipts that number were not otherwise subscribed for and taken up under the Rights Offering by holders of Units as have an aggregate Rights prior to the Expiry Time (including pursuant to the Additional Subscription Price not to exceed $4 million, less the amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription Privileges Privilege) (the “Standby UnitsSubscription Receipts”). (b) The . In this regard each of the Standby Purchaser will Purchasers severally agrees to exercise its Basic Subscription Right Privilege in accordance with Section 5.1(f). (c6.1(f) and agrees to acquire the Standby Subscription Receipts in the proportion set forth opposite its name in Schedule B. The aggregate number of Units the Subscription Receipts to be purchased by the Standby Purchaser or the Substituted Standby Purchaser (the “Available Shares”) pursuant to this Section 2.2 will be calculated as: equal to: (i) the number of Units Subscription Receipts authorized to be issued on the Record Date pursuant to the exercise of the Rights; minus , minus (ii) the number of Units Subscription Receipts subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege and any Units Subscription Receipts subscribed for and taken up under the Rights Offering by the Standby Purchaser and any Purchasers or the Substituted Standby Purchaser); provided that the gross proceeds from the Rights Offering will not exceed approximately $5.6 million and provided further that the aggregate Subscription Price to be paid by the Standby Purchaser and any Substituted Standby Purchaser will not exceed $4 million including all amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription Privileges. Purchasers) (d) The commitments by and agreements of, the Standby Purchaser referred to in this Section 2.2 are such commitment referred to as the “Standby Commitment”), provided that the gross amount to be delivered in trust pursuant to the Subscription Receipt Agreement as a result of the Rights Offering will be U.S.$50,000,000 (the “Offering Amount”) and no more or less. No Standby Purchaser will be responsible or liable for any breach or default by any other Standby Purchaser of such Standby Purchaser’s obligations hereunder.

Standby Commitment. (a) Subject The undersigned who enters into this Standby Purchase Agreement shall be referred to and in accordance with herein as the terms hereof, “Standby Purchaser”. Pursuant to the Standby Purchaser will purchasePurchase Agreement the undersigned hereby agrees, to exercise one Right for every common share of the Corporation held, directly or will cause a Substituted Standby Purchaser indirectly, as at the date hereof or to purchase, from Lorus, and Lorus purchase shares pursuant to the Rights Offering (the “Basic Rights Exercise”). The undersigned also hereby agrees to sell pay to the Corporation the funds set forth beneath its signature below (the “Commitment Amount”). The Commitment Amount shall be allocated by the Corporation in the manner set forth below. Following the exercise of the Basic Subscription Rights and Additional Subscription Privileges, the Corporation has the right to cause the Standby Purchaser or any Substituted Standby Purchaser, as the case may bePurchasers to purchase, at the Subscription Price and on the Closing Date Price, that number of Units as have an common shares of the Corporation resulting in aggregate Subscription Price not subscription proceeds to exceed $4 million, less the amounts paid Corporation equal to the difference between (i) the proceeds received by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Corporation in connection with the exercise of all Basic Subscription Privileges Rights and all Additional Subscription Privileges; and (ii) CA$3,000,000 (the “Standby UnitsCommitment”). (b) The Standby Purchaser will exercise its Basic Subscription Right in accordance with Section 5.1(f). (c) The number . A proportion of Units the Aggregate Cash Commitment shall be used to be purchased by satisfy the Standby Purchaser or Commitment. Following the Substituted satisfaction of the Standby Purchaser Commitment, the remainder of the Commitment Amount shall be used to purchase units pursuant to a private placement described in Exhibit “1” hereto (the “Available SharesPrivate Placement”) pursuant to this Section 2.2 will be calculated as: (i) the number of Units authorized to be issued ). Based on the Record Date above understanding, the undersigned specifically hereby agrees to complete the Basic Rights Exercise, and/or purchase common shares pursuant to the exercise Rights Offering and the undersigned specifically hereby commits to pay to the Corporation the Commitment Amount set out beneath its signature below. Within a reasonable time following approval of the Rights; minus (ii) the number of Units subscribed final prospectus for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege and any Units subscribed for and taken up under the Rights Offering by the Standby Purchaser Alberta Securities Commission and any Substituted Standby Purchaser); provided that the gross proceeds from issuance of final receipt, the undersigned shall pay to P▇▇▇▇▇ ▇▇▇▇▇▇ llp, in trust, the funds required to complete the undersigned’s Basic Rights Exercise (including share purchase) (such amount being set forth beneath its signature below (the “Basic Rights Exercise Price”) and the full Commitment Amount. The Corporation shall provide the appropriate account information to the undersigned upon the undersigned’s request. Funds deposited in trust shall only be released to the Corporation upon a closing of the Rights Offering will not exceed approximately $5.6 million and provided further that (the aggregate Subscription Price to be paid by the Standby Purchaser and any Substituted Standby Purchaser will not exceed $4 million including all amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription Privileges. (d) The commitments by and agreements of, the Standby Purchaser referred to in this Section 2.2 are date upon which such closing occurs being hereafter referred to as the “Standby CommitmentClosing Date”). The undersigned hereby agrees to complete and execute the Rights Certificate in accordance with the instructions of the Corporation in order to effect the Basic Rights Exercise (including share purchase) and agrees to provide to the Corporation and to P▇▇▇▇▇ ▇▇▇▇▇▇ llp such additional documentation as may be reasonably required to expeditiously fulfill its obligations hereunder.

Standby Commitment. (a) Subject to and in accordance with Under the terms hereofStandby Purchase Agreement, the Standby Purchaser will purchase, or will cause a Substituted Standby Purchaser has agreed to purchase, from Lorus, and Lorus hereby agrees to sell to the Standby Purchaser or any Substituted Standby Purchaser, as the case may be, at the Subscription Price Price, as principal and on not with a view to resale or distribution, Standby Shares equal to the Closing Date that number of Units as have an aggregate Subscription Price not to exceed $4 million, less the amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription Privileges lesser of: (the “Standby Units”). (b) The Standby Purchaser will exercise its Basic Subscription Right in accordance with Section 5.1(f). (c) The number of Units to be purchased by the Standby Purchaser or the Substituted Standby Purchaser (the “Available Shares”) pursuant to this Section 2.2 will be calculated as: (iA) the number of Units authorized to be issued on Common Shares available under the Record Date pursuant to Maximum Investment and (B) the exercise results of the Rights; minus (iix) minus (y), where: (x) equals the number of Units Common Shares determined by dividing US$60,000,000 by the Subscription Price; and (y) equals the number of Common Shares subscribed for and taken up under the Rights Offering by holders of Rights (includingRights, for greater certainty and without limitationincluding the Standby Purchaser, pursuant to the Additional Basic Subscription Privilege and any Units subscribed for and taken up under Additional Subscription Privilege. The Standby Purchaser is not engaged as an underwriter in connection with the Rights Offering and has not been involved in the preparation of, or performed any review of, this prospectus in the capacity of an underwriter. The Standby Purchase Agreement may be terminated by the Standby Purchaser and any Substituted Standby Purchaser); provided that prior to the gross proceeds from Expiry Time in certain circumstances. In consideration of the Rights Offering will not exceed approximately $5.6 million and provided further that the aggregate Subscription Price to be paid by agreement of the Standby Purchaser and any Substituted Standby Purchaser will not exceed $4 million including all amounts paid by to purchase the Standby Purchaser and any Substituted Shares as provided in the Standby Purchaser on exercising their respective Basic Subscription Privileges. (d) The commitments by and agreements ofPurchase Agreement, the Standby Purchaser referred will be entitled to a fee equal to 2.00% of the Maximum Investment, being US$1,061,263, payable in this Section 2.2 are referred cash in immediately available funds by wire transfer to as the account designated by the Standby Purchaser, upon closing of the Rights Offering. See “STANDBY COMMITMENT”. The Company and the Standby Commitment”Purchaser have agreed to enter into certain corporate governance arrangements in connection with any closing of the Rights Offering under which, effective January 1, 2014, the Standby Purchaser may appoint that number of the directors of the Company which is proportionate to the Standby Purchaser's holdings of issued and outstanding common shares (on a fully diluted basis) relative to all the issued and outstanding common shares (on a fully diluted basis) subject to certain limitations including that the Standby Purchaser may not appoint more than 49% (rounding down) of the directors to the Board.

Standby Commitment. (a) Subject to and in accordance with the terms hereof, each of the Standby Purchaser will purchase, or will cause a Substituted Standby Purchaser Purchasers hereby severally agrees to purchase, purchase from LorusLAC, and Lorus LAC hereby agrees to sell to the Standby Purchaser or any Substituted such Standby Purchaser, as the case may be, at the Subscription Price and on the Closing Date that Date, such number of Units as have an aggregate Subscription Price not to exceed $4 million, less the amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription Privileges Common Shares (the “Standby UnitsShares”). (b) that were not otherwise subscribed for and taken up under the Rights Offering by holders of Rights with an aggregate subscription price not exceeding $18.55 million in amounts designated by the Manager. The Standby Purchasers will collectively purchase the aggregate number of Standby Shares and in the event that any Standby Purchaser defaults in its portion of the Standby Commitment, the other Standby Purchasers will be required to forthwith purchase the Standby Shares not purchased by this defaulting Standby Purchaser. In this regard each Standby Purchaser will exercise in full its Basic Subscription Right in accordance with Section 5.1(f). (c) Privilege. The aggregate number of Units Common Shares to be purchased by the Standby Purchaser or the Substituted Standby Purchaser (the “Available Shares”) pursuant to this Section 2.2 will be calculated as: (i) equal to the aggregate number of Units authorized to be issued Common Shares issuable on the Record Date pursuant to the exercise of the Rights; minus (ii) , minus the aggregate number of Units Common Shares subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege and any Units subscribed Privilege), which, for and taken up under the Rights Offering by greater certainty, shall have an aggregate subscription price of no more than $18.55 million (such collective commitment of the Standby Purchaser and any Substituted Standby Purchaser); provided that the gross proceeds from the Rights Offering will not exceed approximately $5.6 million and provided further that the aggregate Subscription Price to be paid by the Standby Purchaser and any Substituted Standby Purchaser will not exceed $4 million including all amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription Privileges. (d) The commitments by and agreements of, the Standby Purchaser referred to in this Section 2.2 are Purchasers referred to as the “Standby Commitment”).

Standby Commitment. (a) Subject Each of the Purchasers agrees that, to the extent that 2,400,000 shares of Common Stock are not subscribed for and purchased in accordance with the Rights Offering, and subject to the terms and conditions hereof, it will purchase from the Standby Purchaser will purchase, or will cause a Substituted Standby Purchaser to purchase, from Lorus, and Lorus hereby agrees to sell to the Standby Purchaser or any Substituted Standby Purchaser, as the case may be, Company for cash at the Subscription Offering Price and on the Closing Date that number of Units as have an aggregate Subscription Price not to exceed $4 million, less the amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription Privileges shares of Common Stock (the “Standby UnitsShares” and together with the Basic Shares, the “Shares”) equal to its Pro Rata Portion (as defined below) of the difference between 2,400,000 shares of Common Stock and the aggregate number of shares of Common Stock subscribed for and purchased in the Rights Offering (the “Standby Commitment” and together with the Basic Commitment, the “Commitment”). (b) To the extent that any Purchaser defaults (a “Defaulting Purchaser”) in the performance of its Standby Commitment hereunder, each other Purchaser shall have the right to purchase from the Company, in such Purchaser’s sole discretion and subject to the terms and conditions hereof, for cash at the Offering Price an amount of shares of Common Stock up to its Non-Defaulting Pro Rata Portion (as defined below) of all the shares of Common Stock that such Defaulting Purchaser would have been obligated to purchase pursuant to its Standby Commitment hereunder but did not purchase (the “Defaulted Shares”). The Standby Company shall provide written notice to the non-Defaulting Purchasers of the amount of Defaulted Shares within 2 business days following the failure of the Defaulting Purchaser will exercise to purchase the Defaulted Shares pursuant to the terms and conditions hereof. Each Purchaser shall have the right to purchase up to its Basic Subscription Right in accordance with Non-Defaulting Pro Rata Portion of such Defaulted Shares at the Offering Price by providing written notice to the Company within 2 business days of receipt of notice of Defaulted Shares by the Company specifying the number of Defaulted Shares it elects to purchase pursuant to this Section 5.1(f2(b). The closing of any such sale to a non-Defaulting Purchaser shall occur two business days after the Company’s receipt of such notice from such non-Defaulting Purchaser. (c) The number As used in a provision herein, a Purchaser’s “Pro Rata Portion” shall mean the percentage of Units to be purchased the Standby Shares set forth opposite each Purchaser’s name in Schedule A hereto. As used in a provision herein, a Purchaser’s “Non-Defaulting Pro Rata Portion” shall mean the quotient determined by dividing the Pro Rata Portion of such Non-Defaulting Investor by the Standby Purchaser or the Substituted Standby Purchaser (the “Available Shares”) pursuant aggregate Pro Rata Portions owned by all Non-Defaulting Investors electing to this Section 2.2 will be calculated as: (i) exercise their Default Purchase Right. In each case, the number of Units authorized shares of Common Stock constituting a Purchaser’s Pro Rata Portion shall be rounded to the nearest whole share and shall otherwise be equitably adjusted for fractional shares such that the total number of shares to be issued on by the Record Date Company pursuant to the exercise Rights Offering and the Standby Commitment, assuming full performance of the Rights; minus (ii) the number of Units subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege and any Units subscribed for and taken up under the Rights Offering Standby Commitment by the Standby Purchaser and any Substituted Standby Purchaser); provided that the gross proceeds from the Rights Offering will not exceed approximately $5.6 million and provided further that the aggregate Subscription Price to be paid by the Standby Purchaser and any Substituted Standby Purchaser will not exceed $4 million including all amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription PrivilegesPurchasers, is 2,400,000. (d) The commitments by and agreements of, the Standby Purchaser referred to in this Section 2.2 are referred to as the “Standby Commitment”.

Standby Commitment. (a) Subject to and in accordance with the terms hereof, the Standby Purchaser Purchasers will purchase, or will cause a Substituted Standby Purchaser to purchase, purchase from LorusCarmanah, and Lorus Carmanah hereby agrees to sell to the Standby Purchaser or any Substituted Standby Purchaser, as the case may be, Purchasers at the Subscription Price and on the Closing Date that number Date, the Standby Purchaser Common Shares, with the allocation of Units as have an aggregate Subscription Price not such Standby Purchaser Common Shares amongst the Standby Purchasers to exceed $4 million, less the amounts paid be made by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription Privileges (the “Standby Units”)Purchasers in accordance with Section 10.2. (b) The Standby Purchaser Purchasers will exercise its their respective Basic Subscription Right Privileges, if any, in accordance with Section 5.1(f)) . (c) The aggregate number of Units Shares to be purchased by the Standby Purchaser or the Substituted Standby Purchaser Purchasers (the “Available Standby Rights Shares”) pursuant to this Section 2.2 will be calculated as: (i) the number of Units Rights Shares authorized to be issued on the Record Date pursuant to the exercise of the Rights; minus (ii) the aggregate number of Units subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege and any Units Shares subscribed for and taken up under the Rights Offering by the Standby Purchaser Purchasers pursuant to their Basic and any Substituted Standby Purchaser)Additional Subscription Privileges, if any; minus (iii) the number of Rights Shares subscribed for and taken up under the Rights Offering by Other Purchasers pursuant to their Basic and Additional Subscription Privileges; provided that the number of Standby Rights Shares shall be limited such that the gross proceeds from the Rights Offering and the sale of the Standby Rights Shares will not exceed approximately an aggregate of $5.6 million 6,029,887 and provided further that the aggregate Subscription Price to be paid by the Standby Purchaser Purchasers collectively with respect to the Standby Rights Shares and any Substituted Standby Purchaser Rights Shares will not exceed $4 million including all amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription Privileges5.5 million. (d) The commitments by and agreements of, the Standby Purchasers to purchase up to $5,500,000 of the Standby Purchaser Common Shares in the manner referred to in this Section 2.2 are referred to as the “Standby Commitment”.

Standby Commitment. (a) Subject to and in accordance with the terms and conditions hereof, the Standby Purchaser will purchase, or will cause a Substituted Standby Purchaser hereby agrees to purchase, purchase from Lorus▇▇▇▇▇, and Lorus ▇▇▇▇▇ hereby agrees to sell to the Standby Purchaser or any Substituted Standby Purchaser, as the case may be, at the Subscription Price and on the Closing Date Date, all of the shares of Common Stock that number were not otherwise subscribed for and purchased in the Rights Offering by holders of Units as have an aggregate Subscription Price not Rights prior to exceed $4 millionthe Expiry Time (and for greater certainty, less the amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic shall purchase shares of Common Stock hereunder only to the extent that such shares of Common Stock were not otherwise subscribed for by a holder of Rights prior to the Expiry Time, including pursuant to a holder’s Over Subscription Privileges Privilege) (the “Standby UnitsShares”). (b) . The Standby Purchaser will exercise its hereby agrees to exercise, prior to the Expiry Time, the Basic Subscription Right relating to the Brookfield Stock in accordance with Section 5.1(f6.2(c). (c) , and the Standby Purchaser may, in its sole discretion, exercise the related Over Subscription Privilege. The aggregate number of Units shares of Common Stock to be purchased by the Standby Purchaser or the Substituted Standby Purchaser (the “Available Shares”) pursuant to this Section 2.2 will 2.1 shall be calculated as: equal to: (i) the number of Units shares of Common Stock authorized to be issued on the Record Date sold pursuant to the exercise of the Rights; minus , minus (ii) the number of Units shares of Common Stock subscribed for and taken up under purchased in the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Over Subscription Privilege and any Units shares of Common Stock subscribed for and taken up under purchased in the Rights Offering by the Standby Purchaser and any Substituted Standby Purchaser); provided that pursuant to the gross proceeds from the Rights Offering will not exceed approximately $5.6 million and provided further that the aggregate Subscription Price to be paid by the Standby Purchaser and any Substituted Standby Purchaser will not exceed $4 million including all amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription PrivilegesRight relating to the Brookfield Stock and the related Over Subscription Privilege). (d) The commitments by and agreements of, the Standby Purchaser referred to in this Section 2.2 are referred to as the “Standby Commitment”.

Standby Commitment. (a) Subject to and Promptly following the last date upon which the Rights Offering is open for acceptance, but in accordance with the terms hereofany event no later than five business days following such date, the Company shall deliver a notice (the “Standby Purchaser will purchase, or will cause a Substituted Standby Purchaser to purchase, from Lorus, and Lorus hereby agrees to sell Notice”) to the Standby Purchaser or any Substituted Standby Purchaser, as specifying the case may be, at the Subscription Price and on the Closing Date that number of Units as Rights Shares that have an been accepted pursuant to the Rights Offering and the number of Rights Shares not accepted pursuant to the Rights Offering that are subject to the Standby Commitment (the “Standby Shares”) and the aggregate Subscription Price not to exceed $4 million, less the amounts paid purchase price payable by the Standby Purchaser for the Standby Shares. Subject to the fulfillment or waiver of the conditions set forth in Section 4 hereof, the Company shall sell and any Substituted the Standby Purchaser shall purchase the Standby Shares at a price of $0.01 per share of Common Stock. The purchase and sale of the Standby Shares shall take place at the offices of ▇▇▇▇▇▇▇ Savage LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ on exercising their respective Basic Subscription Privileges such date as the Company and the Standby Purchaser may agree upon (the “Standby UnitsClosing Date”). (b) The Standby Purchaser will exercise its Basic Subscription Right in accordance with Section 5.1(f). (c) The number of Units to be purchased by the Standby Purchaser or the Substituted Standby Purchaser (the “Available Shares”) pursuant to this Section 2.2 will be calculated as: (i) the number of Units authorized to be issued on the Record Date pursuant to the exercise of the Rights; minus (ii) the number of Units subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege and any Units subscribed for and taken up under the Rights Offering by the Standby Purchaser and any Substituted Standby Purchaser); provided that the gross proceeds from Standby Closing Date shall be no later than five business days following the Rights Offering will not exceed approximately $5.6 million date upon which the Standby Purchaser receives the Standby Notice. On the Standby Closing Date, the Company shall deliver to the Standby Purchaser one or more certificates representing the Standby Shares registered in the name of the Standby Purchaser or its nominee. For purposes of expediting the checking and provided further that packaging of the aggregate Subscription Price certificates to be paid so delivered, the Company shall make such certificates available for inspection by the Standby Purchaser and any Substituted Standby Purchaser will in New York, New York, not exceed $4 million including all amounts paid by later than 5:00 p.m., New York time, on the business day prior to the Standby Purchaser and any Substituted Closing Date. On or prior to the Standby Purchaser on exercising their respective Basic Subscription Privileges. (d) The commitments by and agreements ofClosing Date, the Standby Purchaser referred shall deliver the purchase price payable for the Standby Shares by certified check or by wire transfer of immediately available funds to in the Company at the following account: ABA# Account# Name: Attention: In addition, each of the Company and the Standby Purchaser shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Section 2.2 are referred Agreement at or prior to as the “Standby Commitment”Closing. On the Standby Closing Date the Standby Shares will be validly issued, fully paid and non-assessable. The Company shall pay any documentary, stamp or similar issue or transfer taxes due upon the issuance and delivery of the Standby Shares to the Standby Purchaser.

Standby Commitment. 3.1 Upon and subject to the terms and conditions of this Agreement, 22NW hereby agrees that, in addition to the exercise in full of its Basic Subscription Privilege, if less than all the Rights Shares are subscribed for under the Rights Offering, it or its Permitted Assignee(s) in accordance with Section 9.8 will subscribe for and purchase from DIRTT, and DIRTT hereby agrees to issue and sell to 22NW or its Permitted Assignee(s), at the Subscription Price, 50% of all Rights Shares that remain unsubscribed for by holders of the Rights other than the Standby Purchasers following the Basic Subscription Privilege and the Over-Subscription Privilege (such portion of unsubscribed Rights Shares being the “22NW Standby Shares”) (the “22NW Standby Commitment”), provided that the aggregate subscription price of the Rights Shares purchased pursuant to the 22NW Standby Commitment (including those acquired under 22NW’s Basic Subscription Privilege and Over-Subscription Privilege, if any) shall not exceed C$15,000,000. 3.2 Upon and subject to the terms and conditions of this Agreement, 726 hereby agrees that, in addition to the exercise in full of its Basic Subscription Privilege, if less than all the Rights Shares are subscribed for under the Rights Offering, it or its Permitted Assignee(s) in accordance with Section 9.8 will subscribe for and purchase from DIRTT, and DIRTT hereby agrees to issue and sell to 726 or its Permitted Assignee(s), at the Subscription Price, 50% of all Rights Shares that remain unsubscribed for by holders of the Rights other than the Standby Purchasers following the Basic Subscription Privilege and the Over-Subscription Privilege (such portion of unsubscribed Rights Shares being the “726 Standby Shares” and together with the 22NW Standby Shares, the “Standby Shares”) (the “726 Standby Commitment” and together with the 22NW Standby Commitment, the “Standby Commitments”), provided that the aggregate subscription price of the Rights Shares purchased pursuant to the 726 Standby Commitment (including those acquired under 726’s Basic Subscription Privilege and Over-Subscription Privilege, if any) shall not exceed C$15,000,000. 3.3 Each Standby Purchaser or its Permitted Assignee(s) shall: (a) Subject first, subscribe for all of such number of Rights Shares which (i) such Standby Purchaser; and (ii) any of its Permitted Assignee(s), are entitled to and in accordance with purchase under the terms hereof, the Standby Purchaser will purchase, or will cause a Substituted Standby Purchaser Basic Subscription Privilege attached to purchase, from Lorus, and Lorus hereby agrees to sell to the any Rights held by such Standby Purchaser or any Substituted of its Permitted Assignee(s); (b) second, subscribe for such additional number of Rights Shares under the Over-Subscription Privilege as determined by such Standby Purchaser, in its sole discretion; (c) third, purchase such number of Standby Shares as is required under its respective Standby Commitment; (d) fourth, in the case may beevent the other Standby Purchaser purchases Rights Shares having an aggregate subscription price of C$15,000,000 pursuant to subsections 3.3(a) – 3.3(c), at subscribe for such number of Rights Shares as is necessary so that the aggregate gross proceeds to DIRTT pursuant to the Rights Offering is C$30,000,000, provided that the aggregate subscription price of the Rights Shares purchased by each of 726 or 22NW and its respective Permitted Assignee(s) pursuant subsections 3.3(a) – 3.3(d) shall not exceed C$15,000,000 in the aggregate; and (e) fifth, have the right, but not the obligation, in its sole discretion, to purchase such number of Standby Shares for which such Standby Purchaser exercises its additional right to purchase in lieu of a defaulting or terminating Standby Purchaser under Section 3.5. 3.4 In furtherance of the Standby Commitments, each Standby Purchaser agrees not to transfer any of its Rights except as permitted in Section 9.8. Notwithstanding the foregoing, each Standby Purchaser shall be entitled to, in its sole discretion, purchase additional Rights, including through the facilities of the TSX, in accordance with Applicable Securities Laws and the Company’s policies and procedures. 3.5 In the event that a Standby Purchaser either defaults on its obligations pursuant to Section 3.1 or 3.2, as applicable, or terminates its obligations under this Agreement pursuant to Section 8.2, then the other Standby Purchaser, or its Permitted Assignee(s), shall have the right, but not the obligation, in its sole discretion, to fulfill some or all of the Standby Commitment of the defaulting or terminating Standby Purchaser. DIRTT cannot obligate any other Standby Purchaser, or its Permitted Assignee(s), to exercise the Standby Commitment of the defaulting or terminating Standby Purchaser, and no Standby Purchaser, or its Permitted Assignee(s), will be liable to DIRTT with respect to a default by another Standby Purchaser. Nevertheless, if a Standby Purchaser fails to purchase the Standby Shares that it is obligated to purchase under this Agreement, and if some of those Standby Shares remain unpurchased after giving effect to Section 3.3 (including, without limitation, the obligation of the other Standby Purchaser to purchase up to C$15,000,000 of Standby Shares), then the other Standby Purchaser, or its Permitted Assignee(s), shall have the right, but not the obligation, in its sole discretion, to purchase some or all of the remaining Standby Shares. This additional right must be exercised by notice and payment to DIRTT within 24 hours after notice from DIRTT of the availability of unpurchased Standby Shares. 3.6 The exercise price per Rights Share applicable under the Rights Offering will be the Subscription Price Price. 3.7 The obligation of each Standby Purchaser to complete the Closing (as defined below) shall be subject to the fulfilment, or the waiver by such Standby Purchaser, of the following conditions, each of which is for the exclusive benefit of such Standby Purchaser and may be waived by such Standby Purchaser at any time, in whole or in part, in its sole discretion without prejudice to any other rights that it might have: (a) all documents to be delivered to such Standby Purchaser hereunder at or prior to the Closing, including the Rights Offering Documents, will have been so delivered and will be in form and substance satisfactory to such Standby Purchaser, acting reasonably; (b) the representations and warranties of DIRTT contained herein shall be true and correct as of the Closing as if made as of such time after giving effect to the transaction contemplated herein and in the Rights Offering Notice and the Rights Offering Circular and to the exercise of all or any part of the Rights; (c) DIRTT shall have duly fulfilled and complied with all of its covenants contained herein to the extent that the same are required to be fulfilled or complied with at or prior to the Closing and the Rights Offering shall have been conducted in all material respects in accordance with this Agreement; (d) DIRTT will have made and/or obtained all necessary filings, approvals, orders, rulings and consents pursuant to Applicable Securities Laws in connection with the Rights Offering and the purchase of Rights Shares by such Standby Purchaser pursuant to this Agreement, provided, however, that DIRTT may choose to exclude any state of the United States from the Rights Offering in accordance with Applicable Securities Laws if it reasonably determines that the Rights Offering in that state would impose undue burdens on DIRTT or would unreasonably delay the Rights Offering, except if such exclusion would prevent either Standby Purchaser from performing its obligations under this Agreement; (e) the Registration Statement on Form S-1 (File No. 333-275172) of DIRTT shall have been declared effective by the SEC and shall continue to be effective and no stop order shall have been entered by the SEC with respect thereto, and no proceedings therefore will have been initiated or, to the knowledge of DIRTT, threatened by the SEC, and any request on the part of the SEC for additional information will have been complied with; (f) as of the Closing Date that number Date, the Rights Shares shall be listed on the TSX; (g) there shall not have occurred a Material Adverse Effect since the date hereof; and (h) no (i) order issued by any governmental or regulatory authority or body and no statute, rule, regulation or executive order promulgated or enacted by the Canadian or United States government or any other governmental authority shall be in effect which, or (ii) action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency wherein an unfavourable judgment, order, decree, stipulation, injunction, or charge which, would (x) prevent consummation of, or render unenforceable any obligation to consummate, any of Units the transactions contemplated by this Agreement or the Rights Offering or (y) cause any of the transactions contemplated by this Agreement or the Rights Offering to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect). 3.8 Each Standby Purchaser will be fully and finally released from their obligations to complete the Closing if: (a) one or more of the conditions precedent to the Closing as set forth in Section 3.7 of this Agreement have an aggregate Subscription Price not been satisfied, or waived by such Standby Purchaser; or (b) DIRTT fails to exceed $4 million, less complete the amounts paid Closing other than because of a breach by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription Privileges (the “Standby Units”). (b) The Standby Purchaser will exercise of its Basic Subscription Right in accordance with Section 5.1(f). (c) The number of Units to be purchased by the Standby Purchaser representations, warranties or the Substituted Standby Purchaser (the “Available Shares”) pursuant to this Section 2.2 will be calculated as: (i) the number of Units authorized to be issued on the Record Date pursuant to the exercise of the Rights; minus (ii) the number of Units subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege and any Units subscribed for and taken up under the Rights Offering by the Standby Purchaser and any Substituted Standby Purchaser); provided that the gross proceeds from the Rights Offering will not exceed approximately $5.6 million and provided further that the aggregate Subscription Price to be paid by the Standby Purchaser and any Substituted Standby Purchaser will not exceed $4 million including all amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription Privileges. (d) The commitments by and agreements of, the Standby Purchaser referred to covenants in this Section 2.2 are referred to as the “Standby Commitment”Agreement.